SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 20)*

Lions Gate Entertainment Corp.

(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

535919203
(CUSIP Number)

Janet Yeung
MHR Fund Management LLC
1345 Avenue of the Americas, 42^nd Floor
New York, New York 10105
(212) 262-0005
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 10, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 15 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 535919203 13D Page 2 of 15 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a): ☐ (b): ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 23,748,947
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 23,748,947
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,748,947 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1) This amount does not reflect the (A) 5,000,000 Common Shares held by Discovery Lightning Investments Ltd. (“Discovery”), (B) 5,000,000 Common Shares held by Liberty Global Incorporated Limited (“Liberty”), (C) 539,657 Common Shares held by The John C. Malone June 2003 Charitable Remainder Unitrust or (D) 3,871,538 Common Shares held by the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement. See Items 4, 5 and 6 of this Schedule 13D/A.

CUSIP No. 535919203 13D Page 3 of 15 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a): ☐ (b): ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 23,748,947
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 23,748,947
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,748,947 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This amount does not reflect the (A) 5,000,000 Common Shares held by Discovery, (B) 5,000,000 Common Shares held by Liberty, (C) 539,657 Common Shares held by The John C. Malone June 2003 Charitable Remainder Unitrust or (D) 3,871,538 Common Shares held by the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement. See Items 4, 5 and 6 of this Schedule 13D/A.

CUSIP No. 535919203 13D Page 4 of 15 Pages

1	NAMES OF REPORTING PERSONS MHR FUND MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a): ☐ (b): ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 30,211,049
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 30,211,049
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,211,049  (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This amount does not reflect the (A) 5,000,000 Common Shares held by Discovery, (B) 5,000,000 Common Shares held by Liberty, (C) 539,657 Common Shares held by The John C. Malone June 2003 Charitable Remainder Unitrust or (D) 3,871,538 Common Shares held by the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement. See Items 4, 5 and 6 of this Schedule 13D/A.

CUSIP No. 535919203 13D Page 5 of 15 Pages

1	NAMES OF REPORTING PERSONS MHR HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a): ☐ (b): ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 30,211,049
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 30,211,049
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,211,049 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1) This amount does not reflect the (A) 5,000,000 Common Shares held by Discovery, (B) 5,000,000 Common Shares held by Liberty, (C) 539,657 Common Shares held by The John C. Malone June 2003 Charitable Remainder Unitrust or (D) 3,871,538 Common Shares held by the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement. See Items 4, 5 and 6 of this Schedule 13D/A.

CUSIP No. 535919203 13D Page 6 of 15 Pages

1	NAMES OF REPORTING PERSONS MARK H. RACHESKY, M.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a): ☐ (b): ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 30,269,229
		8	SHARED VOTING POWER 0 (1)
		9	SOLE DISPOSITIVE POWER 30,269,229
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,269,229 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN;HC

(1) This amount does not reflect the (A) 5,000,000 Common Shares held by Discovery, (B) 5,000,000 Common Shares held by Liberty, (C) 539,657 Common Shares held by The John C. Malone June 2003 Charitable Remainder Unitrust or (D) 3,871,538 Common Shares held by the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement. See Items 4, 5 and 6 of this Schedule 13D/A.

Page 7 of 15 Pages

TABLE OF CONTENTS

Item 4.	Purpose of Transaction	9
Item 5.	Interest in Securities of the Issuer.	10
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.	12
SIGNATURES		14

Page 8 of 15 Pages

This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 20, the Schedule 13D filed on March 18, 2009 (the “Original Schedule 13D”), which was amended on July 13, 2009 by Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1”), on September 17, 2009 by Amendment No. 2 to the Original Schedule 13D (“Amendment No. 2”), on October 26, 2009 by Amendment No. 3 to the Original Schedule 13D (“Amendment No. 3”), on July 21, 2010 by Amendment No. 4 to the Original Schedule 13D (“Amendment No. 4”), on July 30, 2010 by Amendment No. 5 to the Original Schedule 13D (“Amendment No. 5”), on January 10, 2011 by Amendment No. 6 to the Original Schedule 13D (“Amendment No. 6”), on September 1, 2011 by Amendment No. 7 to the Original Schedule 13D (“Amendment No. 7”), on September 8, 2011 by Amendment No. 8 to the Original Schedule 13D (“Amendment No. 8”), on September 15, 2011 by Amendment No. 9 to the Original Schedule 13D (“Amendment No. 9”), on October 17, 2011 by Amendment No. 10 to the Original Schedule 13D (“Amendment No. 10”), on January 19, 2012 by Amendment No. 11 to the Original Schedule 13D (“Amendment No. 11”), on February 6, 2012 by Amendment No. 12 to the Original Schedule 13D (“Amendment No. 12”), on May 14, 2012 by Amendment No. 13 to the Original Schedule 13D (“Amendment No. 13”), on January 10, 2013 by Amendment No. 14 to the Original Schedule 13D (“Amendment No. 14”), on June 3, 2013 by Amendment No. 15 to the Original Schedule 13D (“Amendment No. 15”), on January 30, 2015 by Amendment No. 16 to the Original Schedule 13D (“Amendment No. 16”), on April 9, 2015 by Amendment No. 17 to the Original Schedule 13D (“Amendment No. 17”), on April 30, 2015 by Amendment No. 18 to the Original Schedule 13D (“Amendment No. 18”) and on September 4, 2015 by Amendment No. 19 to the Original Schedule 13D (“Amendment No 19” and, together with Amendment No. 1 through Amendment No. 18 and the Original Schedule 13D, the “Schedule 13D”) and relates to common shares, no par value per share (the “Common Shares”), of Lions Gate Entertainment Corp. (the “Issuer”). Except as otherwise provided, capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 19.

Page 9 of 15 Pages

Item 4. Purpose of the Transaction

Item 4 is hereby amended to add the following:

On November 10, 2015, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) by and among each of the Selling Stockholders, Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales (“Liberty”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (“Discovery” and, together with Liberty, the “Buyers”) and, solely for the limited purpose set forth in the Share Purchase Agreement, Liberty Global plc, a public limited company organized under the laws of England and Wales (“Liberty Parent”), and Discovery Communications, Inc., a Delaware corporation (“Discovery Parent”), pursuant to which the Selling Stockholders agreed to sell 5,000,000 Common Shares in the aggregate to each of the Buyers (collectively, the “Sales”). 

Of the 5,000,000 Common Shares purchased by Discovery, (i) 231,168 were sold by Master Account, (ii) 30,886 were sold by Capital Partners (100), (iii) 229,432 were sold by Institutional Partners II, (iv) 578,007 were sold by Institutional Partners IIA and (v) 3,930,507 were sold by Institutional Partners III.

Of the 5,000,000 Common Shares purchased by Liberty, (i) 231,168 were sold by Master Account, (ii) 30,885 were sold by Capital Partners (100), (iii) 229,432 were sold by Institutional Partners II, (iv) 578,008 were sold by Institutional Partners IIA and (v) 3,930,507 were sold by Institutional Partners III.

The Sales were consummated on November 12, 2015. 

The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Reference is hereby made to Item 6 for a description of the Voting and Standstill Agreement and the Investor Rights Agreement executed concurrently with the Share Purchase Agreement, which provide for various rights and obligations of the parties thereto, including Fund Management and the Selling Stockholders.

Page 10 of 15 Pages

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated as follows:

The percentages set forth in this Statement are based on information contained in the Issuer’s Form S-3 filed on November 12, 2015, which disclosed that there were 148,620,773 Common Shares outstanding as of November 11, 2015.

(a) (i) Master Account may be deemed to be the beneficial owner of 1,396,767 Common Shares (approximately 0.9 % of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 1,396,767 Common Shares held for its own account.

(ii) Capital Partners (100) may be deemed to be the beneficial owner of 186,617 Common Shares (approximately 0.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 186,617 Common Shares held for its own account.

(iii) Advisors may be deemed to be the beneficial owner of 1,583,384 Common Shares (approximately 1.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) 1,396,767 held for the account of Master Account and (B) 186,617 held for the account of Capital Partners (100).

(iv) Institutional Partners II may be deemed to be the beneficial owner of 1,386,275 Common Shares (approximately 0.9% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 1,386,275 Common Shares held for its own account.

(v) Institutional Partners IIA may be deemed to be the beneficial owner of 3,492,443 Common Shares (approximately 2.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 3,492,443 Common Shares held for its own account.

(vi) Institutional Advisors II may be deemed to be the beneficial owner of 4,878,718 Common Shares (approximately 3.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) 1,386,275 Common Shares held for the account of Institutional Partners II and (B) 3,492,443 Common Shares held for the account of Institutional Partners IIA.

(vii) Institutional Partners III may be deemed to be the beneficial owner of 23,748,947 Common Shares (approximately 16.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 23,748,947 Common Shares held for its own account.

(viii) Institutional Advisors III may be deemed to be the beneficial owner of 23,748,947 Common Shares (approximately 16.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 23,748,947 Common Shares held for the account of Institutional Partners III.

(ix) MHRC may be deemed the beneficial owner of 1,583,384 Common Shares (approximately 1.1 % of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Common Shares otherwise described in Item 5(a)(iii) by virtue of MHRC’s position as the managing member of Advisors.

(x) MHRC II may be deemed the beneficial owner of 4,878,718 Common Shares (approximately 3.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Common Shares otherwise described in Item 5(a)(vi) by virtue of MHRC II’s position as the managing member of Institutional Advisors II.

(xi) Fund Management may be deemed to be the beneficial owner of 30,211,049 Common Shares (approximately 20.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Common Shares otherwise described in this Item 5 by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.

Page 11 of 15 Pages

(xii) MHR Holdings may be deemed the beneficial owner of 30,211,049 Common Shares (approximately 20.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Common Shares otherwise described in this Item 5(a) by virtue of MHR Holdings’ position as the managing member of Fund Management.

(xiii) Dr. Rachesky may be deemed to be the beneficial owner of 30,269,229 Common Shares (approximately 20.4% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) all of the Common Shares otherwise described in this Item 5 by virtue of Dr. Rachesky’s position as the managing member of each of MHRC, MHRC II, Institutional Advisors III and MHR Holdings, (B) 445 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest on September 10, 2016, (C) 1,013 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in two equal annual installments beginning on September 9, 2016, (D) 1,298 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2016 and (E) 55,424 Common Shares held directly.

(xiv) The amounts set forth above in clauses (i) through (xiii) of this Item 5 do not reflect the (A) 5,000,000 Common Shares held by Discovery, (B) 5,000,000 Common Shares held by Liberty, (C) 539,657 Common Shares held by The John C. Malone June 2003 Charitable Remainder Unitrust or (D) 3,871,538 Common Shares held by the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement.

(c) The information set forth in Item 4 is hereby incorporated into this Item 5(c) by reference.

Page 12 of 15 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.

Item 6 is hereby amended by adding the following:

In connection with the Sales and concurrently with the execution of the Share Purchase Agreement, (i) Fund Management, the Selling Stockholders, the Issuer, the Buyers, Discovery Parent and Liberty Parent entered into an Investor Rights Agreement (the “Investor Rights Agreement”) and (ii) Fund Management, the Selling Stockholders, the Issuer, the Buyers, Discovery Parent, Liberty Parent and John C. Malone (“Malone”) entered into a Voting and Standstill Agreement (the “Voting and Standstill Agreement”).

Investor Rights Agreement

Board Representation.  Pursuant to the Investor Rights Agreement, the Issuer has agreed with respect to Fund Management to, among other things, expand the size of its Board of Directors (the “Board”) to 14 members and to appoint Emily Fine, a Principal of Fund Management, as a director to fill one of the resulting vacancies.

Board Designation Rights.  The Investor Rights Agreement provides, among other things, that (1) for so long as Fund Management and its controlled affiliates beneficially own at least 10,000,000 Common Shares (as adjusted for stock splits, stock dividends and similar events) in the aggregate, the Issuer will include three designees of Fund Management (at least one of whom will be an independent director and will be subject to Board approval) on its slate of director nominees for election at each future annual meeting of the Issuer’s shareholders and (2) for so long as Fund Management and its controlled affiliates beneficially own at least 5,000,000 Common Shares (but less than 10,000,000 Common Shares) (as adjusted for stock splits, stock dividends and similar events) in the aggregate, the Issuer will include one designee of Fund Management on its slate of director nominees for election at each annual meeting of the Issuer’s shareholders.  If Fund Management and its controlled affiliates beneficially own less than 5,000,000 Common Shares (as adjusted for stock splits, stock dividends and similar events) in the aggregate, Fund Management will not be entitled to designate any directors to the Board.  Mark H. Rachesky, M.D., the Chairman of the Board of the Issuer, and Ms. Fine count as designees of Fund Management.

Pre-emptive Rights. The Issuer has agreed to provide Fund Management with certain pre-emptive rights on the Issuer’s equity securities that the Issuer may issue in the future for cash consideration.  For so long as Fund Management and the entities it controls beneficially own at least 3,000,000 Common Shares (as adjusted for stock splits, stock dividends and similar events) in the aggregate, subject to certain exceptions, terms and conditions, Fund Management will have the right, which right is assignable to the entities it controls, to purchase its pro rata share of any equity securities that the Issuer proposes to issue at the same price and on the same terms which the Issuer is offering to all other purchasers. 

Transfer Restrictions.  Under the Investor Rights Agreement, Liberty and Discovery and their respective controlled affiliates have agreed that they will not sell or transfer any of their respective Common Shares until November 10, 2016.  After November 10, 2016, Liberty and Discovery and their respective controlled affiliates have agreed that if they sell or transfer any of their respective Common Shares to certain persons, including a shareholder or group of shareholders that beneficially own (or would after the transfer beneficially own) 5% or more of the Common Shares, any such transferee would have to agree to be bound by the Investor Rights Agreement and the Voting and Standstill Agreement (which is described below), subject to certain exceptions set forth in the Investor Rights Agreement.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which is filed as Exhibit 10.1 to the Issuer’s Current Report filed on Form 8-K on November 10, 2015 and is incorporated herein by reference.   

Voting and Standstill Agreement

Standstill Provisions.  Under the Voting and Standstill Agreement, Liberty Parent, Discovery Parent and Malone (collectively, the “Standstill Investors”) have agreed that, among other things, until November 10, 2020 (the “Standstill Period”), they and their respective controlled affiliates (such affiliates together with the Standstill Investors, the “Restricted Parties”) will not acquire beneficial ownership of more than 18.5% of the Issuer’s outstanding voting power in the aggregate.  In addition, during the Standstill Period, the Restricted Parties may not (and may not knowingly facilitate or knowingly encourage any other person to), among other things and subject to certain exceptions described below, (i) propose or effect any business combination transaction with the Issuer, (ii) make any proxy solicitations, including in connection with the election of directors not on the Issuer’s slate of directors, (iii) request the calling of a shareholders meeting or submit any proposals at any such meeting, (iv) publicly seek to control the management or policies of the Issuer, (v) disclose any intention inconsistent with any of the foregoing, (vi) request that the Issuer waive the standstill or (vii) take any action with respect to the matters in clauses (i) through (vi) that would reasonably be expected to result in or require public disclosure (collectively, the “Standstill Restrictions”).  Notwithstanding the Standstill Restrictions, at any time during the Standstill Period, the Restricted Parties may (x) engage in confidential discussions with the Board in respect of the matters described in clauses (ii) through (vi) of the preceding sentence and (y) make confidential proposals to the Board relating to the acquisition by the Restricted Parties and/or any of their respective affiliates of all of the outstanding capital stock of the Issuer for cash consideration, and, if such proposal is approved by the disinterested directors on the Board, the Restricted Parties and their respective applicable affiliates may enter into a definitive agreement with the Issuer and consummate such a transaction. 

Page 13 of 15 Pages

The Standstill Restrictions will automatically terminate on the earlier of (i) one year following the date on which the Restricted Parties cease to beneficially own in the aggregate voting securities of the Issuer representing at least 2% of the total voting power and (ii) the end of the Standstill Period.

During the Standstill Period, the Standstill Restrictions will be suspended and will not apply to the Restricted Parties to the extent necessary to allow the Restricted Parties to propose an acquisition of the Issuer (i) after the Issuer has entered into a definitive agreement with respect to a transaction that would result in a change of control of the Issuer or if the Board recommends such a transaction to its shareholders, and such suspension shall continue for the pendency of such transaction, and (ii) in connection with any process that has been initiated by the disinterested directors on the Board pursuant to which the Issuer (or its advisors) will solicit proposals for transactions relating to the sale of the Issuer or if the disinterested directors on the Board have authorized the Issuer’s management to enter into negotiations with respect to a such a transaction, and such suspension shall continue for the pendency of such sale process or negotiation.

Voting Arrangements.  During the Standstill Period, the Restricted Parties have each agreed to vote, in any vote of the Issuer’s shareholders, all of the voting securities beneficially owned by them in the aggregate in excess of 13.5% of the Issuer’s outstanding voting power in the aggregate in the same proportion as the votes cast by shareholders other than the Restricted Parties.  After the expiration of the Standstill Period, the Restricted Parties have agreed to vote, in any vote of Issuer’s shareholders on a merger, amalgamation, plan of arrangement, consolidation, business combination, third party tender offer, asset sale or other similar transaction involving the Issuer or any of the Issuer’s subsidiaries (and any proposal relating to the issuance of capital, increase in the authorized capital or amendment to any constitutional documents that is not disproportionately adverse to the Restricted Parties in connection with any of the foregoing), all of the common shares beneficially owned by them in excess of 18.5% of the Issuer’s outstanding voting power in the aggregate in the same proportion as the votes cast by shareholders other than the Restricted Parties.

In addition, each of the Restricted Parties and Fund Management and its controlled affiliates has agreed that as long as one or more of them have the right to nominate at least one representative to the Board, each of them will vote all of the Issuer’s voting securities owned by them in favor of each of the other’s respective director nominees, subject to certain exceptions set forth in the Voting and Standstill Agreement. Furthermore, each of the Restricted Parties and Fund Management and its controlled affiliates has agreed that, through the first anniversary of the Issuer’s 2016 annual meeting of shareholders, each of them will take any and all action necessary to propose and support the continued appointment of Dr. Rachesky as Chairman of the Board and in favor of the other director nominees recommended by the Board.

Transfer Restrictions.  Under the Voting and Standstill Agreement, the Restricted Parties have also agreed that if they sell or transfer any of their Common Shares to certain persons, including a shareholder or group of shareholders that beneficially own (or would after the transfer beneficially own) 5% or more of the Common Shares, any such transferee would have to agree to be bound by the Voting and Standstill Agreement, and additionally, in the case of such transfers by Liberty Parent or Discovery Parent, the Investor Rights Agreement.

Enforceability.  Each of the Issuer and, for so long as Fund Management and its affiliates own at least 5,000,000 Common Shares (as adjusted for stock splits, stock dividends and similar events), Fund Management are separate beneficiaries of all of Liberty Parent’s, Discovery Parent’s and Malone’s obligations under the Voting and Standstill Agreement and, accordingly, each of the Issuer and Fund Management (subject to the minimum 5,000,000 Common Share requirement set forth above) are separately entitled to bring an action in respect of breaches of the Voting and Standstill Agreement, and any waiver of such obligations will require the written waiver of each of the Issuer and Fund Management.  

The foregoing description of the Voting and Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Standstill Agreement, which is filed as Exhibit 10.2 to the Issuer’s Current Report filed on Form 8-K on November 10, 2015 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Description
99.1	Share Purchase Agreement by and among each of the Selling Stockholders, Liberty, Discovery, and, solely for the limited purpose set forth in the Share Purchase Agreement, Liberty Parent and Discovery Parent.
99.2	Investor Rights Agreement, dated as of November 10, 2015, by and among Fund Management, the Selling Stockholders, the Issuer, the Buyers, Discovery Parent and Liberty Parent (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report filed on Form 8-K on November 10, 2015).
99.3	Voting and Standstill Agreement, dated as of November 10, 2015, by and among Fund Management, the Selling Stockholders, the Issuer, the Buyers, Discovery Parent, Liberty Parent and Malone (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report filed on Form 8-K on November 10, 2015).

Page 14 of 15 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: November 13, 2015

MHR INSTITUTIONAL PARTNERS III LP
By:	MHR Institutional Advisors III LLC, its General Partner
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MHR INSTITUTIONAL ADVISORS III LLC
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MHR FUND MANAGEMENT LLC
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MHR HOLDINGS LLC
By:	/s/ Janet Yeung
	Name:	Janet Yeung
	Title:	Authorized Signatory

MARK H. RACHESKY, M.D.
By:	/s/ Janet Yeung, Attorney-in-Fact

Page 15 of 15 Pages

Exhibit Index

Exhibit No.	Description
99.1	Share Purchase Agreement by and among each of the Selling Stockholders, Liberty, Discovery, and, solely for the limited purpose set forth in the Share Purchase Agreement, Liberty Parent and Discovery Parent.
99.2	Investor Rights Agreement, dated as of November 10, 2015, by and among Fund Management, the Selling Stockholders, the Issuer, the Buyers, Discovery Parent and Liberty Parent (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report filed on Form 8-K on November 10, 2015).
99.3	Voting and Standstill Agreement, dated as of November 10, 2015, by and among Fund Management, the Selling Stockholders, the Issuer, the Buyers, Discovery Parent, Liberty Parent and Malone (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report filed on Form 8-K on November 10, 2015).

EX-99.1

EXECUTION VERSION

SHARE PURCHASE AGREEMENT

dated as of

November 10, 2015

by and among

LIBERTY GLOBAL INCORPORATED LIMITED,

DISCOVERY LIGHTNING INVESTMENTS LTD.,

the Sellers listed on Schedule I (as “Sellers”)

and, solely for the purposes of Section 5.03,

LIBERTY GLOBAL PLC and

DISCOVERY COMMUNICATIONS, INC.

relating to the purchase and sale

of

10,000,000 Common Shares

of

LIONS GATE ENTERTAINMENT CORP.

TABLE OF CONTENTS

	Page
Article 1
Definitions
Section 1.01.  Definitions	1
Section 1.02.  Other Definitional and Interpretative Provisions	3
Article 2  Purchase and Sale
Section 2.01.  Closing; Purchase and Sale	4
Section 2.02.  Simultaneous Transactions	5
Article 3  Representations and Warranties of Seller
Section 3.01.  Corporate Existence and Power	5
Section 3.02.  Corporate Authorization	5
Section 3.03.  Governmental Authorization	5
Section 3.04.  Noncontravention	5
Section 3.05.  Ownership of Transferred Shares	6
Section 3.06.  Litigation	6
Section 3.07.  Brokers and Underwriters	6
Section 3.08.  Canada	6
Section 3.09.  No Other Representations and Warranties	6
Article 4  Representations and Warranties of Buyers
Section 4.01.  Corporate Existence and Power	7
Section 4.02.  Corporate Authorization	7
Section 4.03.  Governmental Authorization	7
Section 4.04.  Noncontravention	8
Section 4.05.  Litigation	8
Section 4.06.  Brokers and Underwriters	8
Section 4.07.  Financing	8
Section 4.08.  Non-public Information; Inspections	8
Section 4.09.  Purchase for Investment	9
Section 4.10.  Acknowledgment of non-registration	9
Section 4.11.  Canada	9
Section 4.12.  No Other Representations and Warranties	10

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Article 5 Covenants of Buyers and Seller
Section 5.01.  Reasonable Best Efforts; Further Assurances	10
Section 5.02.  Material Information	10
Section 5.03.  Compliance by Buyers’ Subsidiaries	10
Article 6 Survival
Section 6.01.  Survival	11
Article 7 Miscellaneous
Section 7.01.  Notices	11
Section 7.02.  Amendments and Waivers	13
Section 7.03.  Expenses	13
Section 7.04.  Successors and Assigns	13
Section 7.05.  Governing Law	13
Section 7.06.  Jurisdiction	14
Section 7.07.  WAIVER OF JURY TRIAL	14
Section 7.08.  Counterparts; Effectiveness; Third Party Beneficiaries	14
Section 7.09.  Entire Agreement	14
Section 7.10.  Severability	15
Section 7.11.  Specific Performance	15

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SHARE PURCHASE AGREEMENT

AGREEMENT (this “Agreement”) dated as of November 10, 2015, by and among Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales (“Leopard”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (“Dragon”, Leopard and Dragon, each a “Buyer” and together, the “Buyers”), the Persons listed on Schedule I hereto (each a “Seller” and collectively the “Sellers”), and, solely for the purposes of Section 5.03, Liberty Global plc, a public limited company organized under the laws of England and Wales (“Leopard Parent”), and Discovery Communications, Inc., a Delaware corporation (“Dragon Parent”).

WITNESSETH:

WHEREAS, Each Seller of Leopard Shares is the registered and beneficial owner of the Leopard Shares (as defined below) set forth under the name of such Seller on Schedule I hereto, and desires to sell its Leopard Shares to Leopard, and Leopard desires to purchase the Leopard Shares from such Seller, upon the terms and subject to the conditions hereinafter set forth;

WHEREAS, Each Seller of Dragon Shares is the registered and beneficial owner of the Dragon Shares (as defined below) set forth under the name of such Seller on Schedule I hereto, and desires to sell its Dragon Shares to Dragon, and Dragon desires to purchase the Dragon Shares from such Seller, upon the terms and subject to the conditions hereinafter set forth;

WHEREAS, as an inducement to the parties’ willingness to enter into this Agreement, concurrently with the execution of this Agreement, the Buyers, John C. Malone, MHR Fund Management, LLC, the Sellers, Dragon Parent and Leopard Parent are entering into a Voting and Standstill Agreement with the Company (the “Voting and Standstill Agreement”); and

WHEREAS, as an inducement to the parties’ willingness to enter into this Agreement, concurrently with the execution of this Agreement, the Buyers, MHR Fund Management, LLC, the Sellers, Dragon Parent, Leopard Parent and the Company are entering into an Investor Rights Agreement (the “Investor Rights Agreement”).

NOW, THEREFORE, the parties hereto agree as follows:

Article 1
Definitions

Section 1.01. Definitions. i) As used herein, the following terms have the following meanings:

“1933 Act” means the Securities Act of 1933.

“1934 Act” means the Securities Exchange Act of 1934.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that neither the Company nor any Subsidiary shall be considered an Affiliate of Seller. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, provincial, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in Vancouver, British Columbia or New York, New York are authorized or required by Applicable Law to close.

“Canadian” means any Person who is a resident of or otherwise in Canada or is shown on the books of the Company as having an address in Canada.

“Closing Date” means the date of the Closing.

“Common Share” means a common share without par value of the Company.

“Company” means Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia.

“Dragon Shares” means 5,000,000 Common Shares.

“Governmental Authority” means any transnational, domestic or foreign federal, provincial, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Leopard Shares” means 5,000,000 Common Shares.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, claim, voting agreement, proxy, conditional sale agreement, title retention agreement, adverse claim of ownership or use, any restriction on ownership, use, voting or transfer, or any other encumbrance of any kind, character or description in respect of such property or asset.

“Material Adverse Effect” means, with respect to any Person, a material adverse effect on such Person’s ability to consummate the transactions contemplated by this Agreement.

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“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“Transaction Agreements” means the Voting and Standstill Agreement, the Investor Rights Agreement and this Agreement, collectively.

“Transferred Shares” means the Leopard Shares and the Dragon Shares, collectively.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Agreement	Preamble
Buyers	Preamble
Closing	2.01
Closing Date	2.01
Dragon Purchase Price	2.01
e-mail	9.01
Investor Rights Agreement	Recitals
Leopard Purchase Price	2.01
Outside Date	8.01(b)
Seller	Preamble
Settlement Time	2.01
Voting and Standstill Agreement	Recitals

Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words

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(including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

Article 2
Purchase and Sale

Section 2.01.    Closing; Purchase and Sale. The consummation of the transactions set forth in this Article 2 of this Agreement (the “Closing”) with respect to the purchase and sale of the Transferred Shares hereunder shall take place at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York, on the date and, immediately following the execution, hereof (the “Closing Date”). The Sellers’ delivery of the Transferred Shares to the Buyers, and Leopard’s and Dragon’s delivery of the Leopard Purchase Price (as defined below) and the Dragon Purchase Price (as defined below), respectively, to the Sellers, shall settle as promptly as practicable, but in any event no later than 12:00 p.m., New York time, on November 12, 2015 (the “Settlement Time”). Upon the terms and subject to the conditions of this Agreement, at the Settlement Time:

(a)    Each Seller of Leopard Shares shall sell, free and clear of any Liens (other than restrictions on transfer under applicable securities laws or Liens resulting from any actions taken by any Buyer or arising under any of the other Transaction Agreements), to Leopard, and Leopard shall purchase from each such Seller, the Leopard Shares set forth under the name of such Seller on Schedule I hereto. The aggregate purchase price for the Leopard Shares (the “Leopard Purchase Price”) is $195,100,000, in cash. Leopard shall deliver to each Seller of Leopard Shares the amount of consideration in respect of the Leopard Shares set forth under the name of such Seller on Schedule I hereto in immediately available funds by wire transfer to an account of such Seller with a bank in New York City designated by such Seller, by notice to Leopard, which notice shall have been delivered not later than two Business Days prior to the Closing Date;

(b)    Each Seller of Dragon Shares shall sell, free and clear of any Liens (other than restrictions on transfer under applicable securities laws or Liens resulting from any actions taken by any Buyer or arising under any of the other Transaction Agreements), to Dragon, and Dragon shall purchase from each such Seller, the Dragon Shares set forth under the name of such Seller on Schedule I hereto. The aggregate purchase price for the Dragon Shares (the “Dragon Purchase Price”) is $195,100,000, in cash. Dragon shall deliver to each Seller of Dragon Shares the amount of consideration in respect of the Dragon Shares set forth under the name of such Seller on Schedule I hereto in immediately available funds by wire transfer to an account of such Seller with a bank in New York City designated by such Seller, by notice to Dragon, which notice shall have been delivered not later than two Business Days prior to the Closing Date; and

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(c)    Each Seller shall deliver instructions to the transfer agent of the Company instructing such transfer agent to deliver to Leopard and Dragon the applicable Transferred Shares set forth under such Seller’s name on Schedule I hereto in restricted book-entry form.

Section 2.02.    Simultaneous Transactions. The parties hereto agree that the Sellers shall not be obligated to consummate the sale and purchase of any of the Transferred Shares pursuant to this Agreement unless the sale and purchase of all Transferred Shares occurs substantially simultaneously.

Article 3
Representations and Warranties of Seller

Each Seller, severally and not jointly, with respect to itself, represents and warrants to each Buyer as of the date hereof as follows:

Section 3.01.    Corporate Existence and Power. Such Seller is a partnership duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and has all partnership powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.02.    Corporate Authorization. The execution, delivery and performance by such Seller of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby are within such Seller’s partnership powers and have been duly authorized by all necessary partnership action on the part of such Seller. Assuming the due execution by each of the other parties thereto, this Agreement and each of the other Transaction Agreements constitutes a legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms.

Section 3.03.    Governmental Authorization. The execution, delivery and performance by such Seller of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the 1933 Act and the 1934 Act and any applicable Canadian securities laws; (ii) any actions or filings that may be required solely by reason of any attributes of any Buyer or any Buyer’s participation in the transactions contemplated by the Transaction Agreements, and (iii) any such action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.04.    Noncontravention. The execution, delivery and performance by such Seller of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate the organizational documents of such Seller, (ii) assuming compliance with the matters referred to in ‎Section 3.03, violate any Applicable Law, (iii) require any consent

5

or other action (that has not been obtained or performed prior to the execution of this Agreement) by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or give rise to any right of termination, cancellation or acceleration or other change of any right or obligation of such Seller or to a loss of any benefit to which such Seller is entitled under any provision of any agreement or other instrument binding upon such Seller or (iv) result in the creation or imposition of any Lien on any asset of such Seller (other than pursuant to the Transaction Agreements and pursuant to the variable prepaid forward transaction and collar transaction expected to be entered into by Leopard and Dragon, respectively, with respect to the Common Shares purchased hereunder), except, in the case of clauses (iii) and (iv), as would not have, individually or in the aggregate, a Material Adverse Effect.

Section 3.05.    Ownership of Transferred Shares. Such Seller is the registered and beneficial owner of the Transferred Shares set forth under its name on Schedule I hereto, free and clear of any Lien (other than any restrictions on transfer under applicable securities laws or under any of the other Transaction Agreements), and will transfer and deliver to Leopard and Dragon at the Closing good and valid title to the Leopard Shares and the Dragon Shares, respectively, free and clear of any Lien (other than restrictions on transfer under applicable securities laws or Liens resulting from any actions taken by any Buyer or arising under any of the other Transaction Agreements).

Section 3.06.    Litigation. There is no action, suit, investigation or proceeding pending or, to the knowledge of such Seller, threatened against or affecting such Seller before any arbitrator or any Governmental Authority that is reasonably likely to challenge, prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Section 3.07.    Brokers and Underwriters. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of such Seller who might be entitled to any fee, commission, underwriting discounts or other similar fees and expenses from any Buyer or any of their respective Affiliates in connection with the transactions contemplated by this Agreement.

Section 3.08.    Canada. (a) No Seller or, if applicable, any fund, account or other Person on behalf of which it is selling, is Canadian. No Seller is a nominee, agent, trustee, executor, administrator or other legal representative for one or more other Canadian Persons having a direct beneficial interest in the Transferred Shares.

(b)    No acts, advertisements, solicitations, conduct or negotiations in furtherance of the transactions contemplated by this Agreement have taken place in British Columbia (including any underwriting or investor relations activities).

Section 3.09.    No Other Representations and Warranties. Except as expressly set forth in this Article 3, no such Seller or any of its Affiliates, any of its related parties or representatives or any other Person makes or has made any other representation or warranty, express or implied, at law or in equity, in respect of such Seller, any of its

6

Affiliates, the Transferred Shares or the Company or any of its Subsidiaries. Any such representation or warranty is hereby expressly disclaimed.

Article 4
Representations and Warranties of Buyers

Each Buyer, severally and not jointly, with respect to itself, represents and warrants to each Seller as of the date hereof as follows:

Section 4.01.    Corporate Existence and Power.

(a)    Leopard is a private limited company duly formed under the laws of England and Wales, validly existing under the laws of its jurisdiction of formation and has all powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect. Leopard is, directly or indirectly, a wholly-owned Subsidiary of Leopard Parent.

(b)    Dragon is a private limited company duly formed under the laws of England and Wales, validly existing under the laws of its jurisdiction of formation and has all powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect. Dragon is, directly or indirectly, a wholly-owned Subsidiary of Dragon Parent.

Section 4.02.    Corporate Authorization. The execution, delivery and performance by such Buyer of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby are within such Buyer’s organizational powers and have been duly authorized by all necessary organizational action on the part of such Buyer. Assuming due execution by each of the other parties thereto, each of the Transaction Agreements constitutes a legal, valid and binding agreement of such Buyer enforceable against such Buyer in accordance with its terms.

Section 4.03.    Governmental Authorization. (a) The execution, delivery and performance by such Buyer of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the 1933 Act and the 1934 Act and applicable Canadian securities laws; (ii) any actions or filings that may be required solely by reason of any attributes of Seller or Seller’s participation in the transactions contemplated by the Transaction Agreements, and (iii) any such action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

(b)    On August 26, 2015, such Buyer and the Company made the appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the

7

transactions contemplated hereby and the applicable waiting period under the HSR Act has since expired.

Section 4.04.Noncontravention. The execution, delivery and performance by such Buyer of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate the organizational documents of such Buyer, (ii) assuming compliance with the matters referred to in Section 4.03, violate any Applicable Law, (iii) require any consent or other action (that has not been obtained or performed prior to the execution of this Agreement) by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or give rise to any right of termination, cancellation or acceleration or other change of any right or obligation of such Buyer or to a loss of any benefit to which such Buyer is entitled under any provision of any agreement or other instrument binding upon Seller or (iv) result in the creation or imposition of any Lien on any asset of such Buyer (other than pursuant to the Transaction Agreements and pursuant to the variable prepaid forward transaction and collar transaction expected to be entered into by Leopard and Dragon, respectively, with respect to the Common Shares purchased hereunder), except, in the case of clauses (iii) and (iv), as would not have, individually or in the aggregate, a Material Adverse Effect.

Section 4.05.Litigation. There is no action, suit, investigation or proceeding pending against or, to the knowledge of Buyer, threatened against or affecting such Buyer before any arbitrator or any Governmental Authority that is reasonably likely to challenge, prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Section 4.06.    Brokers and Underwriters. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of such Buyer who might be entitled to any fee, commission, underwriting discounts or other similar fees and expenses from any Seller or any of their respective Affiliates in connection with the transactions contemplated by this Agreement.

Section 4.07.    Financing. Such Buyer ((a) in the case of Leopard, together with Leopard Parent and (b) in the case of Dragon, together with Dragon Parent) has on the date hereof, and will have at the Settlement Time, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Leopard Purchase Price or Dragon Purchase Price, as applicable, and any other amounts to be paid by it hereunder.

Section 4.08.Non-public Information; Inspections. (a) Such Buyer (i) represents to such Seller that such Buyer has evaluated the merits and risks of the transaction based exclusively on its own independent review and consultation with such investment, legal, tax and accounting and other advisers as it deemed necessary, is a sophisticated investor with respect to the Transferred Shares, (ii) acknowledges that it has had access to such information as it has deemed necessary with respect to the Transferred Shares and (iii) has such knowledge and experience in financial and business matters that it is capable of evaluating the risks associated with an investment in the Transferred Shares and that such

8

Buyer is capable of sustaining any loss and bearing any economic risk resulting therefrom without material injury, including the entire loss of its investment in the Transferred Shares.

(b)Such Buyer acknowledges that this Agreement has been entered into based on such Buyer’s current investment strategies.

(c)    Such Buyer has carefully reviewed the Company’s annual report on Form 10-K for the fiscal year ended 2014, all subsequent public filings of the Company with the Securities and Exchange Commission, other publicly available information regarding the Company, as well as information received by such Buyer from the Company on a confidential basis, and such other information it and its advisers deem necessary to enter into each of the Transaction Agreements, and such Buyer will undertake prior to Closing such further investigation of such additional documents and information as it deems necessary. Such Buyer agrees to accept the Transferred Shares in the condition they are in, free and clear of any Liens (other than restrictions on transfer under applicable securities laws or Liens resulting from any actions taken by any Buyer or arising under any of the other Transaction Agreements), at the Settlement Time based upon its own inspection, examination and determination with respect thereto. Such Buyer is not relying and such Buyer has not relied on any express or implied representations or warranties of any nature, including as to the accuracy or completeness of any information provided to such Buyer, made by or on behalf of, or imputed to such Seller, except as expressly set forth in Article 3 of this Agreement.